The Exhibit Index begins on page 5.
     As filed with the Securities and Exchange Commission on August 4, 1999
                         Registration No. _____________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             ACME UNITED CORPORATION
                             -----------------------
             (Exact name of registrant as specified in its charter)

         Connecticut                                    06-0236700
         -----------                                    ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

75 Kings Highway Cutoff                                    06430
- -----------------------                                    -----
Fairfield, CT                                            (Zip Code)
- -------------
(Addresses of principal
executive offices)

        ACME UNITED CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS
               ACME UNITED CORPORATION DEFERRED COMPENSATION PLAN
                              FOR WALTER C. JOHNSEN
        ----------------------------------------------------------------
                              (Full title of plan)

(Name, address and telephone
number of agent for service)                   (Copy to:)

Ronald P. Davanzo                              James E. Rice, Esquire
Acme United Corporation                        Brody, Wilkinson and Ober, P.C.
75 Kings Highway Cutoff                        2507 Post Road
Fairfield, CT 06430                            Southport, CT 06490
(203) 332-7330                                 (203) 319-7100


                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                               Proposed         Proposed
Title of                       maximum          maximum
securities        Amount       offering         aggregate       Amount of
to be             to be        price per        offering        registration
registered        registered   share            price           fee
- --------------------------------------------------------------------------------

Common Stock
(par value         129,567     $1.9375          $251,036        $69.79
$2.50 per share)   shares       (1)              (1)             (1)

         (1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share,  proposed  maximum  aggregate  offering  price  and  the  amount  of  the
registration  fee are based on the  average  of the daily high and low prices of
Acme United  Corporation  Common Stock on the American  Stock Exchange on August
4, 1999 (i.e., $1.9375 per share).



         PART I.    Information Required in the Section 10(a) Prospectus

         ITEM 1.    Plan Information*

         ITEM 2.    Registrant Information and Employee Plan Annual Information*

         PART II.   Information Required in the Registration Statement

         ITEM 3.    Incorporation of Documents by Reference

         The following documents have been filed by Acme United Corporation (the
         "Registrant")  with the  Securities  and  Exchange  Commission  and are
         incorporated herein by reference:

                  1.       Registrant's  Annual  Report  on  Form  10-K  for the
                           fiscal year ended December 31, 1998 filed pursuant to
                           Section 13(a) of the Securities  Exchange Act of 1934
                           (the "Exchange Act").

                  2.       All other reports filed  pursuant to Section 13(a) or
                           15(d)  of the  Exchange  Act,  since  the  end of the
                           fiscal  year  covered  by the  Form 10K  referred  to
                           above.

                  3.       The   description   of   Registrant's   Common  Stock
                           contained in Registrant's S-1 Registration  Statement
                           No.  230682 filed with the  Commission on November 7,
                           1968 and amended by  Substantive  Amendment  No. 1 on
                           December 31, 1968 and by Substantive  Amendment No. 2
                           on January 31, 1969.

         In addition, all documents filed by the Registrant pursuant to Sections
         13(a),  13(c),  14, and 15(d) of the  Securities  Exchange  Act of 1934
         subsequent  to the filing of this  Registration  Statement and prior to
         the  filing of a  post-effective  amendment  which  indicates  that all
         securities  offered have been sold or which de-registers all securities
         then remaining unsold,  shall be deemed to be incorporated by reference
         into this Registration  Statement and to be a part hereof from the date
         of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
         incorporated  by reference shall be deemed to be modified or superseded
         to the extent  that a  statement  contained  in any other  subsequently
         filed  document  which  also  is or is  deemed  to be  incorporated  by
         reference  herein  modifies or  supersedes  such prior  statement.  The
         documents  required to be so modified or superseded shall not be deemed
         to  constitute  a part of this  Registration  Statement,  except  as so
         modified or superseded.

         ----------------
         *Information  required by Part I to be contained  in the Section  10(a)
           prospectus is omitted from the  registration  statement in accordance
           with Rule 428 under the Securities Act of 1933 and the Note to Part I
           of Form S-8.



         ITEM 4.    Description of Securities

         A description of the Registrant's Common Stock has been incorporated by
         reference into this Registration Statement. See Item 3, above.

         ITEM 5.    Interests of Named Experts and Counsel

         None

         ITEM 6.    Indemnification of Directors and Officers

         Connecticut General Statutes Sections 33-771 through 33-778 provide for
         mandatory,  permissive and court-ordered  indemnification  of directors
         who are parties to a proceeding.  For purposes of these indemnification
         statutes  a  "proceeding"  is  defined  as any  threatened,  pending or
         completed  action,  suit  or  proceeding,   whether  civil,   criminal,
         administrative or investigative and whether formal or informal.

         A. Unless limited by its  certificate of  incorporation,  a corporation
         shall indemnify a director who was wholly successful,  on the merits or
         otherwise,  in the  defense of any  proceeding  to which he was a party
         because he is or was a director of the corporation  against  reasonable
         expenses  incurred  by him  in  connection  with  the  proceeding.  The
         Registrant  has  no  provision  in  its  certificate  of  incorporation
         limiting the effect of this mandatory indemnification.

         B. A  corporation  may  indemnify  a  person  who is made a party  to a
         proceeding  because he is or was a director if: 1) he conducted himself
         in good faith; and 2) he reasonably believed (A) in the case of conduct
         in his official capacity with the corporation,  that his conduct was in
         its best interests, and (B) in all other cases, that his conduct was at
         least not  opposed  to its best  interests;  and (3) in the case of any
         criminal proceeding,  he had no reasonable cause to believe his conduct
         was unlawful.

         A corporation  is authorized to indemnify a director in a specific case
         only after a determination  has been made that  indemnification  of the
         director is  permissible in the  circumstances  because he has met this
         standard  of  conduct  set  forth  in  the  previous  paragraph.   This
         determination  must be made:  1) by the board of  directors by majority
         vote of a quorum consisting of directors not at the time parties to the
         proceeding; 2) if such a quorum cannot be obtained, by majority vote of
         a  committee  duly  designated  by the  board  of  directors,  in which
         designation  directors  who are  parties  may  participate,  consisting
         solely  of two  or  more  directors  not at  the  time  parties  to the
         proceeding;  3) by special  legal  counsel (a) selected by the board of
         directors or its committee,  or (b) if a quorum of directors  cannot be
         obtained  and a  committee  cannot be  designated  as  provided  above,
         selected  by  majority  vote of the full board of  directors,  in which
         selection directors who are parties may


         participate; or 4) by the shareholders, but shares owned or voted under
         the control of directors who are  at the time parties to the proceeding
         may not be voted on the determination.

         Authorization of indemnification and evaluation as to reasonableness of
         expenses  must be made in the same  manner  as the  determination  that
         indemnification  is permissible,  except that if the  determination  is
         made by special  legal  counsel,  these matters are to be determined by
         those entitled to select such counsel.

         A corporation may not, however, indemnify a director in connection with
         a  proceeding  by or in the  right  of the  corporation  in  which  the
         director was adjudged  liable to the  corporation or in connection with
         any other proceeding charging improper personal benefit to him, whether
         or not involving his official capacity, in which he was adjudged liable
         on the basis that personal benefit was improperly  received by him. Any
         indemnification  permitted in connection with a proceeding by or in the
         right of the corporation is limited to reasonable  expenses incurred by
         the director in connection with the proceeding.

         A corporation may advance reasonable expenses incurred by a director in
         connection  with a  proceeding  if:  (1)  the  director  furnishes  the
         corporation with a written affirmation of his good faith belief that he
         has met the standard of conduct for receiving indemnification;  (2) the
         director furnishes the corporation with a written  undertaking to repay
         any advances if it is  ultimately  determined  that he did not meet the
         standard of conduct; and (3) the corporation  determines that the facts
         then known do not preclude  indemnification.  The director's obligation
         to repay must be a general unlimited  obligation of the director but it
         need not be  secured  and may be  accepted  without  any  reference  to
         financial ability.

         C.  Unless  a  corporation's   certificate  of  incorporation  provides
         otherwise, a director of the corporation who is a party to a proceeding
         may apply for indemnification to the court conducting the proceeding or
         to  another  court  of  competent   jurisdiction.   On  receipt  of  an
         application,  the court  after  giving any  notice the court  considers
         necessary may order indemnification if it determines:  (1) The director
         is entitled to mandatory indemnification; or (2) the director is fairly
         and reasonably  entitled to indemnification in view of all the relevant
         circumstances,  whether  or not he met  the  standard  of  conduct  for
         permissive indemnification or was adjudged liable to the corporation in
         connection  with a proceeding by or in the right of the  corporation or
         in connection  with any other  proceeding  charging  improper  personal
         benefit to him,  whether or not  involving  his official  capacity,  in
         which he was  adjudged  liable on the basis that  personal  benefit was
         improperly  received  by him,  but if he was  adjudged  so  liable  his
         indemnification  is  limited  to  reasonable  expenses  incurred.   The
         Registrant  has  no  provision  in  its  certificate  of  incorporation
         limiting the effect of this provision.

         D.  Officers who are not directors of the  corporation  are entitled to
         the same  indemnification as directors.  In addition, a corporation may
         indemnify and advance expenses to an officer,  employee or agent who is
         not a director to the extent, consistent with public policy, that is


         permitted by its  certificate  of  incorporation,  by-laws,  general or
         specific action of its board of directors, or contract.

         E. The  corporation  laws of  Connecticut  which  provide,  among other
         things,  for  the   indemnification  of  directors  and  officers  were
         substantially revised effective January 1, 1997.
          Indemnification  under  the prior law was  always  mandatory  when the
         conditions for providing  indemnification were met. In deference to the
         prior law, the current law provides that any  corporation  incorporated
         prior  to  January  1,  1997,  shall,  except  to the  extent  that the
         certificate of incorporation expressly provides otherwise,  provide its
         directors and officers with the full amount of indemnification that the
         corporation  is permitted to provide to a director  pursuant to the new
         law  subject  only  to  a   determination   that   indemnification   is
         permissible,  as  described  above.  The  Registrant's  certificate  of
         incorporation does not contain any provision that would alter the scope
         of  indemnification  that directors or officers of corporations  formed
         prior to January 1, 1997, are afforded under the new law.

         ITEM 7.    Exemption from Registration Claimed

         Not Applicable.

         ITEM 8.    Exhibits


              4(a)  Acme  United  Corporation  Deferred  Compensation  Plan  for
                    Directors
              4(b)  Amendments to Acme United Corporation Deferred  Compensation
                    Plan for Directors
              4(c)  Acme  United  Corporation  Deferred  Compensation  Plan  for
                    Walter C. Johnsen.
              5     Opinion of Counsel  Regarding  the Legality of the Shares of
                    Common Stock being Registered
              23(a) Consent of Counsel (included in Exhibit 5)
              23(b) Consent of Ernst & Young LLP, Independent Auditors
              23(c) Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants

         ITEM 9.    Undertakings

         A. Rule 415 Offering.  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the  Securities  Act  of  1933;
               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the


                    effective date of the Registration Statement (or most recent
                    post-effective amendment thereof) which,  individually or in
                    the  aggregate,  represents  a  fundamental  change  in  the
                    information  set  forth  in  the   Registration   Statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the law or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more than a 20%  change in the  maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement.
               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration Statement.

                    Provided,  however,  that paragraphs (1)(i) and 1(ii) do not
                    apply  if  the  information  required  to be  included  in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the Registrant pursuant to Section
                    13 or Section 15(d) of the  Securities  Exchange Act of 1934
                    that are  incorporated  by  reference  in this  Registration
                    Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from  registration  by  means  of  a  post  effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

         B.  Filings   Incorporating   Subsequent   Exchange  Act  Documents  by
         Reference.  The  undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Registrant's annual report pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of any employee  benefit  plan's annual report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.


         C.  Securities  and Exchange  Commission  Position on  Indemnification.
         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors,  officers,  and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the Registrant of expenses  incurred or paid
         by a director,  officer, or controlling person of the Registrant in the
         successful  defense of any action,  suit, or proceeding) is asserted by
         such director,  officer,  or controlling  person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

         SIGNATURES

         Pursuant  to  the  requirement  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  in the Town of Fairfield,  State of Connecticut, on this 4th day of
August, 1999.


                                   Acme United Corporation



                                   By:/s/ Walter C. Johnsen
                                      ---------------------------
                                          Walter C. Johnsen
                                          President and Chief Executive Officer
                                          [Principal Executive Officer]


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.



         Signature                      Title                     Date
         ---------                      -----                     ----

/s/ Walter C. Johnsen               President, Chief Executive    August 2, 1999
- ------------------------------      Officer and Director
    Walter C. Johnsen

/s/ Gary D. Penisten                Chairman of the Board         August 3, 1999
- ------------------------------      and Director
    Gary D. Penisten

/s/ Ronald P. Davanzo               Vice President, Treasurer,    August 3, 1999
- ------------------------------      Secretary and Principal
    Ronald P. Davanzo               Financial Officer

/s/ William K. Gyuricsko            Controller                    August 3, 1999
- ------------------------------
    William K. Gyuricsko


/s/ Wayne R. Moore                  Director                      August 2, 1999
- ------------------------------
    Wayne R. Moore


/s/ George R. Dunbar                Director                      August 3, 1999
- ------------------------------
    George R. Dunbar


/s/ David W. Clark , Jr.            Director                      August 3, 1999
- ------------------------------
    David W. Clark, Jr.


/s/ Richmond Y. Holden, Jr.         Director                      August 3, 1999
- ------------------------------
    Richmond Y. Holden, Jr.

/s/ Peter H. Kamin                  Director                      August 4, 1999
- ------------------------------
    Peter H. Kamin



         INDEX OF EXHIBITS ACCOMPANYING THE S-8 REGISTRATION STATEMENT


         Exhibit  Description                                        Sequential
                                                                     Page
                                                                     Number



         4(a)  Acme United Corporation Deferred Compensation Plan for Directors
         4(b)  Amendments to Acme United Corporation Deferred  Compensation Plan
               for Directors
         4(c)  Acme United Corporation Deferred  Compensation Plan for Walter C.
               Johnsen.
         5     Opinion of Brody, Wilkinson and Ober, P.C. Regarding the Legality
               of the Shares of Common Stock
         23(a) Consent of Brody, Wilkinson and Ober, P.C.*
         23(b) Consent of Ernst & Young LLP, Independent Auditors
         23(c) Consent of PricewaterhouseCoopers LLP, Independent Accountants


*Included in exhibit 5.




                                  EXHIBIT 4(a)
                                  ------------

                             ACME UNITED CORPORATION
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS


         Pursuant to the action taken by the Board of Directors  at. its meeting
on November 20, 1995,  payment of Director's fees earned  subsequent to November
19, 1995 shall be deferred until the Company completes four consecutive quarters
with  aggregate  earnings  per share of $.50 or more,  the Company or one of its
major  businesses  has been  sold or a change  in  control  of the  Company  has
occurred.  Until one of such events occurs,  the fees as earned shall be accrued
by the Company and when one of such events does occur, the accrued fees shall be
paid as promptly as possible thereafter.

         Each Director shall be offered the option of receiving,  when such fees
become  payable,  (a) an amount  equal to the fees  earned  during the period of
deferral,  or (b) the sum of (i) the amount of the fees earned during the period
of deferral, plus or minus, as the case may be, (ii) the aggregate amount of the
fees  earned  each  month  during the period of  deferral  times the  Percentage
Increase  or  Decrease  in  the  Company's  Stock  Price  index  ("Index").  The
"Percentage  Increase  or  Decrease  in the Index"  shall mean the  increase  or
decrease  expressed as a percentage in the Index from the first  business day of
the month during  which fees were earned and the Index on the last  business day
prior to the date of payment.

         The Index for any given day shall be the closing  price on the American
Stock Exchange for the Company's stock on such day.

         All payments  pursuant to the Deferred  Compensation Plan for Directors
shall be without interest.
 .
         The amount of Director's  fees shall be $1,500 ($2,500 as of January 1,
1998) per quarter plus $500 for each Board of Directors  meeting  attended.  The
fees  earned  for  service  on the  Committees  of the  Board  shall be $500 per
Committee  meeting and $500 for each  one-half  day, or major  portion  thereof,
devoted to Committee work. The Chairman of the Executive  Committee will earn an
additional $500 per day to compensate for the broader responsibility and related
effort.


                                  EXHIBIT 4(b)
                                  ------------

                      AMENDMENT TO ACME UNITED CORPORATION
                       DEFERRED COMPENSATION FOR DIRECTORS
                              ADOPTED JUNE 24, 1997

         The Acme United Corporation Deferred Compensation Plan for Directors is
amended by adding six new  paragraphs  after the current  fourth  paragraph  and
before the current final paragraph as follows:

         Notwithstanding,  the foregoing, action taken by the board of directors
on June 24, 1997  authorized that effective July 1, 1997 any fees that have been
deferred  under this plan will be paid when due in  treasury  shares.  Less than
full shares will be paid in cash.  Treasury  shares will be allocated each month
based on the closing  price of Acme United  shares on the first day of the month
during which the fees were earned  divided into fees  earned.  Also  approved on
June 24, 1997 were two new long-term payout options.

         The first  option  authorizes  deferral of receipt of  treasury  shares
based on fees earned  until the board member  retires or otherwise  departs from
the board.  If a major business is sold or a change of control of the company is
imminent,  at the  discretion of the board the stock balance in each  director's
account can be distributed to the director or to his estate immediately prior to
culmination of the transaction.

         The second  option  also  authorizes  deferral  of receipt of  treasury
shares based on fees earned until the board member retires or otherwise  departs
from the board;  however,  the payout is deferred over a four year period.  Upon
departure from the board, 20% of the shares will be paid out immediately and the
remainder  will  be  paid  in  four  equal   installments  over  the  next  four
anniversaries of the board member's departure. Early distribution of stock is as
described in the previous  paragraph.  In the event of death,  all stock will be
distributed promptly to the director's estate,

         Those not electing the "long term payout  option" and instead  electing
indexing  either for prior or future fees will be paid in treasury shares at the
time the earnings  goals in paragraph one are attained,  but in no case will the
payout occur sooner than six months following the election.

         If  dividends  are paid  prior to  initiation  of the  distribution  of
shares,  an amount  equivalent to the dividends that would have been earned will
be added to the deferred  treasury  stock  calculation.  The  directors or their
estates will be  responsible  for all taxes which might be due. The company will
always  maintain a sufficient  number of treasury  shares to cover the deferrals
and will take action to ensure that all stock is registered.

         All  directors  who are  not  salaried  employees  of the  company  are
eligible to participate.


                                  EXHIBIT 4(c)
                                  ------------

                             ACME UNITED CORPORATION
                         DEFERRED COMPENSATION PLAN FOR
                                WALTER C. JOHNSEN

         Pursuant to the action taken by the Compensation Committee of the Board
of Directors at its meeting on December 17, 1996,  payment of a salary  increase
given Mr. Walter C. Johnsen of $30,000 per year effective  January 1, 1997 shall
be deferred until the company completes four consecutive quarters with aggregate
earnings per share of $.50 or more, the company or one of its. major  businesses
has been  sold or a change  in  control  of the  company  has  occurred.  At the
employee's  discretion the above salary and any additional  increases or bonuses
can be deferred under this Agreement beyond accomplishment of the earnings goal.

         The deferred salary, when payable, will be the sum of (1) the amount of
the salary  increase  earned  during the  period of  deferral,  and (ii) plus or
minus,  as the case may be, the  aggregate  amount of the  increase  earned each
month during the period of deferral times the percentage increase or decrease in
the company's stock price Index ("Index").  The percentage  increase or decrease
in the Index shall mean the increase or decrease  expressed  as a percentage  in
the Index from the first business day of the month during which fees were earned
and the Index on the last  business day prior to the date of payment.  The Index
for any given day shall be the closing price on the American  Stock Exchange for
the  company's  stock on such day. All  payments  pursuant to this plan shall be
without interest.

         Notwithstanding  the foregoing,  action taken by the Board of Directors
on July 29, 1997  authorized  that effective  August 1, 1997 any of the increase
that has been deferred  under this plan and  appreciation,  if any, will be paid
when due in  treasury  shares.  Less  than  full  shares  will be paid in cash..
Treasury  shares will be allocated each month based on the closing price of Acme
United  shares on the  first day of each  month  divided  into the total  salary
increase  earned during the month.  If dividends are paid prior to initiation of
the distribution of shares,  an amount  equivalent.  to the dividends that would
have been earned will be added to the deferred treasury stock calculation.

         Any time  after one of the three  events in  paragraph  one  occurs all
stocks earned will be distributed  to Mr.  Johnsen or his estate on demand.  Mr.
Johnsen or his estate will be responsible for all taxes which might. be due. The
company  will  maintain.  a  sufficient  number of treasury  shares to cover the
deferrals  and will take  action to ensure that all stock is  registered.  In no
case will payout occur sooner than six months prior to the date this document is
signed.

/s/ Gary D. Penisten     8/1/97        /s/ Walter C. Johnsen             8/11/97
- -------------------------------        -----------------------------------------
    Gary D. Penisten      Date             Walter C. Johnsen               Date



James E. Rice
Direct Line:  319-7112


   OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK --
                                    EXHIBIT 5

                                                August 3, 1999

Acme United Corporation
75 Kings Highway Cutoff
Fairfield, CT 06430

Dear Sir or Madam:

         We have acted as counsel for Acme United Corporation (the "Company") in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission of the Form S-8 Registration Statement (the "Registration Statement")
relating to 129,567  shares of Common Stock,  par value $2.50 per share,  of the
Company  (the  "Common  Stock")  to be  offered  pursuant  to  the  Acme  United
Corporation  Deferred  Compensation  Plan  for  Directors  and the  Acme  United
Corporation Deferred Compensation Plan for Walter C. Johnsen (the "Plans").

         We  have   examined  and  are   familiar   with  (i)  the  Articles  of
Incorporation  and the Bylaws of the  Company,  (ii) the  corporate  proceedings
authorizing  the  issuance  of 129,567  shares of Common  Stock  pursuant to the
Plans,  and (ii) such other  documents  and  instruments  as we have  considered
necessary for the purposes of the opinions hereinafter set forth.

         Based upon the foregoing, we are of the opinion that:

         1.       The  Company  has  been  duly  incorporated  and is a  validly
                  existing  corporation  in good standing  under the laws of the
                  State of Connecticut.

         2.       Upon  issuance  and  delivery  of the  shares of Common  Stock
                  pursuant to the Plans,  such  shares  will be validly  issued,
                  fully paid, and nonassessable.

         We  hereby  consent  to the  use of  this  opinion  and  our  names  in
connection  with  the  Registration  Statement  filed  with the  Securities  and
Exchange  Commission  to  register  the shares of Common  Stock to be offered as
aforesaid.

                                            Very truly yours,


                                            /s/ Brody, Wilkinson and Ober, P.C.
                                            -----------------------------------
                                                Brody, Wilkinson and Ober, P.C.


Exhibit 23(b)




               Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Acme United  Corporation  Deferred  Compensation Plan for
Directors and Acme United Corporation  Deferred  Compensation Plan for Walter C.
Johnsen of our report  dated March 25, 1999,  with  respect to the  consolidated
financial  statements and schedule of Acme United  Corporation and  subsidiaries
included in its Annual Report (Form 10-K) for the year ended  December 31, 1998,
filed with the Securities and Exchange Commission.

                                                  /s/ Ernst & Young LLP
                                                  ------------------------
                                                      Ernst & Young LLP


Hartford, Connecticut
July 30, 1999


Exhibit 23(c)




         Consent of PricewaterhouseCoopers LLP, Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statements  of Acme  United  Corporation  and  Subsidiaries  on Forms S-8 of our
report dated March 19, 1998,  except as to the information  presented in Note 2,
for  which  the  date is March  26,  1999,  on our  audits  of the  consolidated
financial statements and financial statement schedule of Acme United Corporation
and  Subsidiaries  as of December 31, 1997, and for the years ended December 31,
1997 and 1996, which appear in Acme United  Corporation's  Annual Report on Form
10-K for the year ended December 31, 1998.

/s/ PricewaterhouseCoopers LLP
- -------------------------------
    PricewaterhouseCoopers LLP


Hartford, Connecticut
August 2, 1999